RocketHub Whitepaper - Implementation of Crowdfunding

ROCKETHUB

I M P L E M E N TAT I O N O F C R O W D F U N D I N G

BUILDING ON TITLE III OF THE JOBS ACT

W H I T E PA P E R 2 . 0
OCTOBER 2012

ROCKETHUB.COM

TABLE OF CONTENTS

Page

Introduction ......................................................................................................................... 3
Key Industry Drivers........................................................................................................... 3
IMPLEMENTATION OF INVESTOR RISK REDUCTION............................................ 4
Sources of Investor Risk ................................................................................................. 4
Annual Investment Limits............................................................................................... 4
Investor Education .......................................................................................................... 7
Issuer Background Checks ............................................................................................ 10
SECURITIES PURCHASE MECHANICS ..................................................................... 12
The Continuing Role of the Crowdfunding Portal ........................................................ 12
Processing of Investor Funds ........................................................................................ 12
Holding and Transferring Securities ............................................................................. 14
POTENTIAL PORTAL PRACTICES ............................................................................. 17
Portal Participation in Offerings ................................................................................... 17
Selective Offerings........................................................................................................ 18
Credit Card Payment vs. Secure Funding Method........................................................ 18
Portal Sponsored Grants/Contests ................................................................................ 19
White Label Equity-Based Crowdfunding Platforms ................................................... 20
Investment Target and Investment Cap ........................................................................ 20
Substantial Compliance ................................................................................................ 21
Pilot Program ................................................................................................................ 21

2

Introduction

In the months since the publication of RocketHub’s initial whitepaper, RocketHub has
received numerous requests to comment on crowdfunding practices and the
implementation of the JOBS Act. This whitepaper elaborates on opinions expressed in
RocketHub’s first whitepaper, “Regulation Of Crowdfunding: Building On The Jumpstart
Our Business Startups Act” (publicly available at http://www.sec.gov/comments/jobs-
title-iii/jobstitleiii-39.pdf), and addresses additional topics.

Understanding the spirit of the Act and its intent to revitalize the US economy, encourage
job creation, and foster domestic innovation, we discuss:
• Investor protection rules and suggested practices;
• Security purchase mechanics; and
• Potential Portal practices.

Key Industry Drivers

Crowdfunding has thrived under the perks-based system because it provides a low-cost
fundraising method. In part, this is due to the lack of upfront expenses. This low barrier
to entry has encouraged many individuals to attempt crowdfunding campaigns, without
risking the negative financial impact of an unsuccessful raise. While adopting investor
protections, the Commission must also consider the perspective of the issuer, and
understand that providing additional documents, or submitting to robust background
checks will result in considerable upfront expenses being born by the issuer. When that
figure becomes financially unattractive, many viable businesses will opt out of attempting
a crowdfunding campaign, defeating the legislative intent of the JOBS Act.

Crowdfunding Portals (a “funding portal” as defined in Section 304 of the JOBS Act) are
able to operate efficiently because they are web-based. The Commission must also
recognize that funding Portals differ from large brokerage houses in that they may or may
not have not have any direct contact with issuers or investors off-line. Therefore,
required disclosure documents, including but not limited to company financial
statements, business plans, financial projections, issuer background check results, etc.,
must be easily deliverable via digital delivery methods in a standardized format.

3

IMPLEMENTATION OF INVESTOR RISK REDUCTION
Sources of Investor Risk

When investing in a company via a crowdfunding Portal, investors face three broad
categories of risk:

1. Underperformance of the issuer’s endeavor;
2. Misrepresentation or fraud by the issuer; and
3. Investor misunderstanding of the nature and risks of the investment.

While issuer fraud is the least likely risk to investors, the media has fixated on the
possibility that criminals may create fraudulent issuances, and attempt to bilk the new
investor class. We believe the risk of loss due to underperformance of a legitimate start-
up or small business far outweighs the likelihood of loss due to fraud or omission.

The JOBS Act specifically addresses methods for reducing these risks to investors. They
include:

1. Annual investment limits on the dollar amount investors are permitted to commit;
2. Investor education;
3. Mandated issuer disclosures; and
4. Issuer background checks.

While some commentators have called for additional anti-fraud protections, we believe
these will generally add to the upfront expense of crowdfunding and will not provide
sufficient benefits. The costs of these measures would largely be borne by legitimate
issuers, not by the few disreputable individuals the regulation would be targeted to
exclude. Instead we advocate that risk reduction rely on the power of the Internet to
inform and provide feedback.

Annual Investment Limits

The JOBS Act reduces investor risk, by limiting the amount that an investor may put at
risk. This type of limitation, on an individual’s decision on how much to invest in an
enterprise, is, at the very least, paternalistic, and not the type of restriction that we believe
should guide future regulation of the crowdfunding industry.

The Act imposes the restriction in two ways, as a limit on sales by an issuer to an
investor, and then again as an aggregate limit (with the same dollar cap) on an investor’s
purchases from all crowdfunding issuers. As a practical matter, these standards raise
substantial difficulties and may not be possible to achieve absent reliance on investor
representations. As a legal requirement, we expect that Portals will need to show that
each investor is unique, and that each investor is investing within the investor’s permitted
limit.

4

Portals must be able to establish that each investor using the Portal is unique.
Otherwise, an investor could set up multiple accounts to fund one or more issuers on the
Portal. 1 Were an investor able to establish multiple accounts with a single crowdfunding
Portal, either intentionally or accidentally, the investor could circumvent the Portal’s
efforts to enforce annual investment caps. Therefore, when registering with the Portal,
we believe each investor should be required to supply the following information:

1. Full legal name
2. Social Security Number (SSN)
3. Date of birth
4. Full mailing address

The Portal can crosscheck this data against public and/or private databases to confirm the
individual’s identity. Access to these databases often comes at a cost per inquiry, which
may be passed along to the user as a registration fee, or covered by the Portal, and
reclaimed as an increased fee to a successful issuer. Given the economics of
crowdfunding, this cost eventually decreases the net proceeds raised by the issuer,
impacting both issuer and investor pool.

While these methods should enable Portal operators to monitor account compliance on
their Portal, these methods do not address an investor who seeks to open accounts on
multiple Portals. We do not believe that Portals can, or should, be asked to police this
aspect of investor behavior. 2

The risk of requiring Portals to cross-check accounts with other Portals 3 greatly
outweighs any benefits. Those risks include:

• Information exposure in transit:
o Bad actors may intercept data in transit. If exposed, it would be
impossible to ascertain how far the sensitive information has spread. The
increased transmission rate of this data between Portals may significantly
increase the risk of identity theft;
• Information exposure in storage:
o Each platform will have different security standards and protocols. If bad
actors are able to penetrate the security measures of one Portal, the data of
all connected funding Portals could be compromised;
• Privacy concerns, including encouraging intrusive behavior from funding Portals;
and
• Competiveness and anti-trust concerns that may arise where competitors are
regularly required to share data.

1 The risk of one investor setting up multiple accounts to fund a single issuer may be more apparent

than real, however, as an investor with interest and sufficient funds could contact an issuer directly
and make a legal, private investment utilizing other securities laws means.
2 It is unclear how prevalent this behavior would be.
3 The SEC would need to define the universe of Portals, the personal data to be cross-checked and the

method and protocol of communication.

5

In order to effectively and securely share information directly between platforms, the
Commission would have to establish a new open standard for data interoperability. The
IIJS Institute 2009 report for the U.S. Department of Justice on data interoperability
states that there is “no question that governance issues are the most challenging part of
implementing data interoperability, especially if the data needs to be shared across both
jurisdictional and discipline boundaries. The critical first step is to put in place a
governance group of agency decision makers, as they will have the necessary ‘clout’ to
achieve the desired results… This stage of the process can be frustrating and time
consuming, but it must be completed effectively.” 4 Creating a new open standard to share
information would be an exceptionally costly process that would burden funding Portals,
Self Regulatory Organization (SROs), and the Commission, as all parties would have to
be involved in the governance and technology development process.

However, if the Commission were to mandate that funding Portals send information into
a central database, either the SRO or the Commission itself would be tasked with the
responsibility of developing and maintaining a cloud based repository to store this
confidential information.

Neither FINRA nor the Commission currently has systems in place to undertake this
responsibility. Therefore significant development costs would be required to establish
this secure central database. Furthermore, maintenance of a large central database is
exceptionally costly due to constant security concerns, and skilled staffing requirements.
These expenses will drive up transactional costs. The Commission should recognize that
providing this level of investor activity oversight would be unnecessary, costly, and
overly complex. As a result, Portals must only be required to police their own platforms,
and must be permitted to rely on representations from the investor. The Portal cannot be
held liable for intentional deceptions by an investor.

We believe the only practical solution is investor self-certification. The investor should
affirm that it is investing within the applicable limits, and face liability if the investor is
seeking to violate the law.

Portals must establish an investor’s permitted investment limit.
The JOBS Act sets two tiers of potential investment by investors. If an investor’s annual
income or net worth is less than $100,000, the investor may invest the greater of $2,000
or 5% of such amount each year. If the investor’s annual income or net worth is
$100,000 or more, the investor may invest up to 10% of the investor’s annual income or
net worth up to a maximum of $100,000. This requirement imposes significant
additional challenges for Portals. Keep in mind that crowdfunding relies on a large
number of small investors. Therefore, Portals must be able to uniquely identify each
investor and establish an appropriate account for each investor at a low-cost. Otherwise,
too much of the investor’s or issuer’s funds will go towards administration and legal
compliance.

4

6
http://www.ijis.org/docs/Guide_Info_Sharing_Data%20Interoperability_Local_Comm_Ctrs_FINAL.pdf

As a practical matter, there are only a few ways to confirm an investor’s annual income
and none of them are low-cost or quick. While the Internal Revenue Service’s Income
Verification Express Service would allow Portals to compare an investor’s stated income
with official records, it does not allow for instantaneous or easily processed/interpreted
results. Results are “generally” delivered within two business days, and could be cost
prohibitive. 5 Furthermore, crowdfunding offerings are inherently time sensitive. Any
delay in investor account approval could cost the investor the opportunity to participate in
the offering. Since we believe most individual investors are likely to participate in a
crowdfunding offering because they have a connection with a specific issuer, and not as a
result of seeking asset diversification through exposure to crowdfunding, a delay or
difficulty in opening an account its likely to cause them not to participate in
crowdfunding at all. One compliance method that has been suggested is to require a
Portal to review an issuer’s Form W-2 or pay stubs. Requiring an investor to submit
copies of original documents, however, again raises privacy concerns and would require
that someone at the Portal manually confirm the information, which significantly
increases time and costs to the Portal (and thus to the issuer). This also raises the specter
of investors falsifying documents, or Portals misinterpreting the results of submitted
documents.

Establishing an investor’s net worth is not currently practical. There is no third-party
resource that Portals have access to which would permit them to accurately judge an
investor’s net worth. Portals could ask investors to provide documentation of assets and
liabilities, but again, this process would impose significant administrative costs on the
Portal; costs that are disproportionate to the amounts generally expected to be invested
through crowdfunding. It is a mistake to regulate a crowdfunding account, which is
likely to be small and be used for only a few investments, in the same manner as a
brokerage account that may be orders of magnitude larger.

To resolve these issues, we believe that Portals should be able to rely on self-certification
by investors. Portals can ask investors to submit information electronically, have the
investor affirm the accuracy of the statement and then calculate the appropriate
investment limit. Disclosure of the reason behind these limits (i.e., the risk of losing the
investment) will help investors understand the reason to stay within the limits.

The risk of not being able to rely on self-certification is that Portals may simply find it
impractical to allow investor accounts where the investor seeks to invest more than
$2,000. This de facto limitation would defeat Congress’s intent in passing the JOBS Act.

Investor Education

The JOBS Act provides a mechanism for low-cost, small dollar capital raises. These
raises will permit participation by investors seeking to invest small amounts, which
allows issuers to engage a new class of investor. Some of these investors will be
unfamiliar with the mechanics of investing in ventures of this type. Therefore, the

5

7
http://www.irs.gov/Individuals/Income-Verification-Express-Service.

educational materials provided by the funding Portal are critical in protecting and
informing investors.

Disclosure by Portals

Under Section 302(b) of the JOBS Act, Portals are required to, “provide such disclosures,
including disclosures related to risks and other investor education materials as the
Commission shall, . . . determine appropriate.”

In addition, the JOBS Act specifically requires Portals to:
(4) ensure that each investor—
(A) reviews investor-education information, in accordance with standards
established by the Commission, by rule;
(B) positively affirms that the investor understands that the investor is
risking the loss of the entire investment, and that the investor could bear
such a loss; and
(C) answers questions demonstrating
(i) an understanding of the level of risk generally applicable to
investments in startups, emerging businesses, and small issuers;
(ii) an understanding of the risk of illiquidity; and
(iii) an understanding of such other matters as the Commission
determines appropriate, by rule;

To implement these requirements, investors should be made aware of the following
information before making an investment:

1. 100% of the funds invested are at risk because the business may fail;
2. Even if the business is “successful,” the investor may never get any money back
because either:
a. The business never becomes successful enough, or
b. If investor payout (or other structure) is not guaranteed, management may
decide there are better uses for the funds;
3. The investor may not have any say in how the business is run; and
4. The investor may not be able to sell his/her stake in the business either because
a. No one wants to buy, or
b. It may be difficult to find a willing purchaser, or
c. It may be difficult to transfer.

Investors should be required to acknowledge these risks before “clicking through” to
make an investment. To take advantage of the web-based nature of funding Portals, the
Commission should allow for both time tested, and new delivery methods for educational
content. Those methods could include, but are not be limited to text, audio, pictures,
video, and live seminars. All efforts should also be made to maximize engagement while
presenting the educational content, and minimize the volume of required lessons.
RocketHub intends to use interactive text and images, time tracking, click tracking, and
live webinars to make the material easy to understand and retain.

8

In order to meet the Acts’ standard of “ensure,” at the close of an educational module,
perspective investors should be required to answer questions that demonstrate their
understanding of the risks involved. Any questions that are specifically required by the
Commission should be presented in plain English. The Commission should provide
guidance on what “ensure” requires in this context.

Disclosure by Issuers

The Act also requires an issuer to disclose information to prospective investors regarding
the company’s financial condition and performance. This is an important investor
protection, as it provides the investor with information about the company that is
generally unavailable to the public. As a practical matter, we expect that much of the
required disclosure will be provided by the issuer through the Portal and in a format
mandated by the Portal.

Crowdfunding will attract many smaller issuers who do not have experience with capital
markets or the specifics of the JOBS Act. These issuers may not have legal
representation. As a result, they will look to the Portals for guidance in preparing certain
required disclosures.

This makes sense, and has some positive impacts as the Portal will want standardized
disclosure relating to pricing, offering periods, and withdrawal rights. Additionally,
Portals will want to limit the variety of corporate forms and will want to require issuers to
prepare a package of shareholder rights. This will provide greater comfort to investors by
providing uniformity allowing comparability as well as aiding in transparency of
disclosure.

Issuers are, however, subject to liability for misstatements and omissions. This liability
can keep issuers honest, but it can also deter issuers from seeking to raise funds in the
first place. Issuers with limited capital raising experience may be scared off by the threat
of securities litigation. As a result, the Commission, in implementing these rules, must
provide standards, including a safe harbor, that are attainable by inexperienced and
unrepresented issuers and that results in plain English disclosure of general risks to
investors. No risk disclosure can cover every possible risk, and requiring issuers to draft
complex and highly specific risk disclosure will add significant cost to fundraising.
Given the nature of start-ups and small businesses, investors need to appreciate that all
such ventures are high-risk, and that they will have limited ability to control the issuer or
to exit the investment. Requiring a specific analysis of why a particular business may not
succeed misses the forest for the trees.

The Act also requires disclosure of specified financial information. While we feel the
triggering dollar thresholds are too low and the cost of preparation of this information is
too high, the requirements have the advantage of being easily understood.

9

SEC.302(b)/SEC4A.(b)(1)(D) – FINANCIAL CONDITION OF ISSUER

(D) a description of the financial condition of the issuer, including, for
offerings that, together with all other offerings of the issuer under section
4(6) within the preceding 12-month period, have, in the aggregate, target
offering amounts of—

(i) $100,000 or less—

(I) the income tax returns filed by the issuer for the most recently
completed year (if any); and

(II) financial statements of the issuer, which shall be certified by the
principal executive officer of the issuer to be true and complete in all
material respects;

(ii) more than $100,000, but not more than $500,000, financial statements
reviewed by a public accountant who is independent of the issuer, using
professional standards and procedures for such review or standards and
procedures established by the Commission, by rule, for such purpose; and

(iii) more than $500,000 (or such other amount as the Commission mas
establish by rule), audited financial statements;

RocketHub recommends the Commission permits issuers to digitally enter the data from
their original documents, instead of submitting digital scans. This will protect the issuers
from accidental disclosure of confidential information, and will allow investors to view
the information in a structured and consistent manner. For example, if each issuer were
to upload their version of a financial statement, the responsibility of learning to
understand each format would fall to the investor. Standardized formats for financial
projections, financial statements, and business plans will allow investors to quickly
compare issuances and more readily evaluate investment opportunities.

Issuer Background Checks

The Act specifically requires issuers to undergo background and securities enforcement
regulatory history checks. But, it also allows for the Commission to add additional
requirements as it sees fit.

10

SEC.302(b)/SEC4A.(a)(5) – ISSUER BACKGROUND CHECKS

(5) take such measures to reduce the risk of fraud with respect to such
transactions, as established by the Commission, by rule, including
obtaining a background and securities enforcement regulatory history
check on each officer, director, and person holding more than 20 percent
of the outstanding equity of every issuer whose securities are offered by
such person;

As a matter of policy, any and all required background checks should follow guidelines
outlined by the Fair Credit Reporting Act (FCRA) 6 and the Equal Employment
Opportunity Commission (EEOC). 7 Furthermore, the Commission must clearly define
whether, or under what circumstances, the results of such checks need to be made public
or should prevent an issuer from utilizing crowdfunding. The Commission’s guidance
should encompass the results of improved and more comprehensive databases in the
future. At a minimum the Commission must offer answers to the following questions:

1. Which databases, if any, must be queried for records in the issuer’s name?
2. If a record is found, what specific infraction or information will require
exclusion?
3. If a record is found, but exclusion is not required, what specific information must
be disclosed to prospective investors?

RocketHub encourages the Commission to note that accessing 3rd party databases comes
at a cost, which in most instances will be passed on to the users in some fashion (both
investor and issuer). In order to uphold the spirit of the Act, it is imperative to keep
friction-based costs such as these as low as possible.

6 http://www.ftc.gov/os/statutes/031224fcra.pdf
7 http://www.eeoc.gov/

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SECURITIES PURCHASE MECHANICS

The Continuing Role of the Crowdfunding Portal

Once an issuer has provided appropriate disclosure, lawfully attracted investors, and
priced the sale of securities, a new set of challenges arise. These challenges originate in
the restrictions placed on crowdfunding Portals and the potential obstacles they place on
the Portal’s ability to play a ministerial role in aiding issuers.

As most crowdfunding issuers will have little experience with securities sales, it will
benefit the issuers and the investors if the Portal assists the issuer in:

• Collecting and transferring funds from investor accounts to the issuer;
• Keeping a record of investors, amounts invested and securities purchased for the
issuer; and
• Transferring evidence of investment, such as a stock certificate, to the investor.

Given the web-based nature of crowdfunding Portals, issuers and investors will expect
that these services be provided for a low-cost and delivered electronically. Portals will
naturally be in the best position to provide these services, as they will have collected the
information in connection with the securities sale.

While Portals could allow issuers to transfer the information over to a third-party
provider, or perform these tasks themselves, we believe that allowing the Portal to
provide these services will reduce cost to the issuer and investor, while also improving
transparency and decreasing investor risk.

Processing of Investor Funds

In its first whitepaper, RocketHub offers a brief overview of its accounting
methodologies, and policies pertaining to the processing of users’ funds. RocketHub
operates on a virtual currency system that allows contributors to purchase RocketHub
credits. Those credits are then allocated to support a particular campaign. RocketHub
does not handle user funds. When credits are purchased, user funds are maintained in a
segregated account throughout the life of those credits. All user activity is registered
through movement of virtual currency. RocketHub’s ledger states how many credits of
virtual currency each user has purchased, or has available, and how they have committed
those credits. If a user has a balance of uncommitted credits, they are entitled to a full
refund of the value of those credits. Figure 1 is a visual representation of the flow of
money on RocketHub’s platform.

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Campaign Campaign
Time OR
Succeeds Fails

Contributor/Investor Contributor/Investor Contributor/Investor Investor
buys $100 worth of commits $100 worth receives perk/equity in receives access to
RocketHub credits. of credits to a return for contribution. cash out
campaign/company. RocketHub credits.

Secure Trust
Account

Virtual Accounts
Contributor/Investor
Account

Committed
Funds

Fundraiser/Issuer
Account

Fundraiser/Issuer
receives access to
funds raised.

RocketHub
Account
receives access to
commission.

Figure 1

RocketHub suggests extending this methodology to the equity crowdfunding model
established under the JOBS Act. Throughout the life of a campaign, funds are
maintained in a segregated trust account to prevent the “co-mingling” of RocketHub
funds with user funds. They remain untouched until the campaign ends, at which point
the investor is either committed, or receives a credit to his/her account balance with the
option to withdraw funds. RocketHub believes this system provides full oversight on
flow of funds while providing a high-level of security for the issuer, investor, and Portal.
Furthermore, the investor has the flexibility to allocate funds as they see fit, and withdraw
funds when they deem necessary.

This system is a prime example of the proper handling of capital, in a manner compliant
with the JOBS Act, and concerns reflected by the Commission during recent discussions.
RocketHub’s proposed system has tax compliance, OFAC, AML, Anti-Terror, Anti-
Narcotics compliance, as well as money handling compliance as broken down below.

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Tax Compliance
All individuals receiving funds from RocketHub’s platform will be required to fill
out (and digitally sign) digital versions of tax forms as part of their self-
registration with RocketHub. For RocketHub’s US based users, a W-9 (Request
for Taxpayer Identification Number and Certification) will be required. For Non-
US entities, RocketHub will require a declaration from the entities stating that
they are not a “US Person” as per the Internal Revenue Services (the “IRS”)
definitions.

OFAC, AML, Anti-Terror, Anti-Narcotics Compliance
Before a payout is made to a user, RocketHub will automatically crosscheck
payee identities against lists of restricted individuals and entities. This will occur
before each and every payout cycle. RocketHub leverages a 3rd party database that
is updated weekly with the latest information as published by the US Treasury
Department's Office of Foreign Assets Control 8 (OFAC) in its SDN (Specially
Designated Nationals) List. 9

Money Handling Compliance
RocketHub has a single bank account used to fund all payments to all payees. In
partnership with a major bank and a PCI 10 compliant 3rd party, RocketHub has
relinquished control of the account to the unaffiliated 3rd party. RocketHub is an
owner of the account in writing only, but has no formal rights or ability to access
the funds directly. RocketHub has outsourced the mechanics of the pay-out
process while maintaining complete control over payment frequency, payment
methods, and cost to payees. This system allows RocketHub to reduce costs well
below those associated with traditional escrow accounts, pass the savings on to
the user, and maintain the same level of protection in handling funds associated
with traditional escrow accounts.

RocketHub believes this accounting methodology should be permitted under the new
JOBS Act regulation – as it provides significant cost savings to Portals and users,
increased transparency in money-flow, as well as sophisticated reporting to government
agencies.

Holding and Transferring Securities

The JOBS act does not explicitly cover the practical issuance, and transfer of securities at
the end of a successful crowdfunding campaign, however per
SEC.304(b)/Sec3(a)(80)(D), Portals are restricted from certain activities.

8 http://www.treasury.gov/ofac/
9 http://www.treasury.gov/sdn
10 The Payment Card Industry Security Standards Council was founded in 2006 by American Express,

Discover Financial Services, JCB International, MasterCard Worldwide, and Visa.
https://www.pcisecuritystandards.org/

14

SEC.304(b)/SEC3(a)(80)(D) – FUNDING PORTALS

(80) FUNDING PORTAL.—The term ‘funding portal’ means any person
acting as an intermediary in a transaction involving the offer or sale of
securities for the account of others, solely pursuant to section 4(6) of the
Securities Act of 1933 (15 U.S.C.77d(6)), that does not—
(D) hold, manage, possess, or otherwise handle investor funds or
securities;

We believe Portals can comply with these limitations, while assisting issuers in allocating
and transferring their securities to investors.

Investors have three choices when holding their securities:
1. Physical certificate
2. “Street name” registration
3. “Direct” registration

Physical certificates are simply that. A piece of paper that is the actual security.
Ownership is evidenced by possession. That is the most basic method of allowing
investors evidence of their ownership. The issuer and investors should retain the right to
prepare and distribute physical certificates, however we believe that the time and cost
involved, as well as the resulting lack of standardization (and lack of expertise that most
issuers would have in this task), will make this an undesirable option for most issuers,
and that most investors would prefer to have the convenience of an electronic system
hosted by the Portal.

Under street name registration, the security is registered in the name of the brokerage
firm on the books of the issuer; the brokerage firm holds the security in book-entry form.
RocketHub believes that street name registration, when handled by Portals would be
highly effective and low cost. However, this form of registration is currently only
available to broker/dealers as this registration would require Portals to hold securities.

Portals should be able to facilitate issuance via a Direct Registration System (DRS).
Under a DRS, the security is registered in the investor’s name on the issuer’s books, and
the Portal tracks the security for the investor as a book-entry. Since the issuer controls
this system, RocketHub believes this method allows the Portal to facilitate the
registration and transfer of securities, without holding, managing, or possessing the
securities. RocketHub believes the Commission should provide guidance on this issue.

The DRS will allow Portals to assist issuers with management of investor contact
information, and by forwarding or posting on its website any correspondence from the
issuer to the investor, including the annual reports discussed in
SEC.302(b)/SEC4A.(b)(4). This also allows for oversight when the issuer is
disseminating pertinent information to the investors.

15

The DRS will simplify transfer restriction enforcement under SEC.302(b)/SEC4A.(e)(1).
Since the Portal holds a record of securities owned by investors, upon request by the
issuer the Portal is able to print and provide paper certificates with transfer restrictions
clearly visible.

RocketHub requests that statements of ownership, periodic account statements,
dividends, annual reports, proxies, and other mailings are allowed to be distributed in
digital format, either directly from the issuer, or from the Portal at the issuer’s request.
Furthermore, the issuer should be allowed to deposit the dividends owed to an investor
into the investor’s account with the Portal. Doing so will allow issuers to avoid many of
the administrative tasks associated with issuing communication and dividend payments to
large investor pools.

It is important to note, the Portal should be restricted to recording securities purchased on
the Portal, or securities transferred from one Portal to another. Portals should not be
permitted to act as a full-fledged brokerage firm or transfer agent, as that would violate
SEC.304(b)/SEC3(a)(80).

The Commission should recognize that crowdfunding platforms are capable of providing
additional services that are necessary and beneficial to issuers and investors. Portals
should be permitted to assist issuers with ministerial corporate duties and by keeping
corporate stock ledgers. The Commission should consider the efficiencies of having the
Portal provide those services, and should not restrict the Portal as a service provider.

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POTENTIAL PORTAL PRACTICES

Portal Participation in Offerings

The Act specifically bars the principals of a funding Portal from establishing a financial
interest in the success of the issuance, but the Act does not address the possibility of the
Portal itself investing in the campaign.

SEC.302(b)/SEC4A.(a)(11) – INTERMEDIARY’S FINANCIAL INTEREST IN
ISSUER

(11) prohibit its directors, officers, or partners (or any person occupying a
similar status or performing a similar function) from having any financial
interest in issuer using its services…

The issue of Portal participation in offerings becomes complex because the Portal’s
action of investing in a particular offering could be viewed as an endorsement
constituting investment advice. Additionally, this raises a possible abuse by the Portal,
where it would not invest unless the issuer provides specific deal terms or favored
treatment for the Portal.

This practice also risks accelerating commitment of investor capital, by advancing
offerings to the 100% mark without true market commitment by crowdfunding investors,
if the Portal is investing in the crowdfunded offering instead of pursuant to another
exemption. This creates an artificial acceleration of the money supply on the Portal
system at the expense of investor protection, by short-circuiting the investor protection
provided by a large number of investors having adequate time to discuss the investment
opportunity. In the situation of crowd-funded debt-based products, which RocketHub
believes to be one of the riskiest forms of capital available, Portals would in effect be
turned into banks that are padding their own capital expenditures with outside investor
capital by leveraging the JOBS Act regulation framework. This behavior should not be
permitted.

If the Commission permits Portals to participate in offerings, this participation should
only be allowed after the campaign reaches 100% of its funding target. The Portal may
only participate by investing between the funding target, and the funding cap. Thereby
the campaign will have achieved success by crowd action, without the influence of the
Portal.

The Portal could also take equity in the issuer as part of its commission. While this
scenario avoids the “acceleration” risk, it may raise disclosure risks if the Portal’s equity
is not issued on the same terms as crowdfunding investors. The Portal should disclose
whether its fees will be paid with equity, the dilutive impact of such payment on investors
and any special rights the Portal will receive, before investors make an investment

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decision. The Commission should clarify that the receipt of equity as payment of a
Portal’s commission is not “investment advice,” while also requiring disclosure of any
transaction between the Portal and the issuer.

Selective Offerings

Crowdfunding is community based. Entrepreneurs reach out to members of their family
and their web-based connections to crowdfund projects. It is this pre-existing connection
to an entrepreneur or project that RocketHub believes will drive most participation in
crowdfunding. One issue that may arise is where an entrepreneur does not want to offer
interests to people outside of a select group (such as family members, neighbors or
participants in an on-line community). RocketHub believes that Portals can provide this
service in compliance with applicable laws. Portals should be able to offer entrepreneurs
the ability to “hide” their offering from the public. Only invitees from the issuer would
have the opportunity to invest. This would allow an entrepreneur to use the Portal’s
mechanisms and compliance, while retaining control over their offering. These offerings
would have a more difficult time reaching their goals, as their promotion would, of
necessity, be more limited. A Portal’s decision whether or not to offer this service,
should be in the Portal’s discretion.

Conversely, a Portal should not distinguish between investors in any offering openly
promoted on the Portal’s website. This type of practice could enmesh a Portal in
discriminatory behavior and cause the Portal to be viewed as partial with respect to
certain offerings.

Additionally, crowdfunding issuers should be able to insert a “call” right in their
constituent documents, which would allow the issuer to repurchase all, or a portion, of
shares issued. This mechanism may be a needed safety valve for issuers who find that
they cannot work with certain of their new investors. Any such right would need to be
appropriately disclosed to investors.

Credit Card Payment vs. Secure Funding Method

Credit cards are debt vehicles. Payments via credit card are effectively high interest,
short-term loans. While payment via credit card may be convenient, it exposes the
investor, issuer, and Portal to unnecessary risks and the possibility of substantial
complications. Credit cards are notoriously vulnerable to fraudulent transactions, and
additional complications could include:

1. Investor default on credit card debt; and
2. Investor chargebacks

If an investor were to purchase securities with a credit card, then default on the debt,
ownership of the securities may potentially be transferred to the credit card company.
Furthermore, credit card companies allow cardholders to dispute charges (i.e. issue
chargebacks) up to six months after a transaction is completed, with as little justification

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as the charge is “not recognized” by the cardholder. This would allow for an investor to
rescind payment for securities well after the securities had been issued. Banks often issue
credit card chargebacks without truly investigating the merits behind the claim. These
factors expose the investor, the issuer and the Portal to unnecessary risk.

Many other payment systems exist that are more suitable than credit cards to the
requirements of crowdfunding Portals. ACH is an example of one of them. The
Automated Clearing House network (ACH) provides a secure payment method. ACH
provides a transaction system with real liquid capital, from actual bank accounts, owned
by bank verified individuals. Furthermore, ACH rules and regulations prevent any
financial institution from issuing an ACH transaction towards an account without prior
authorization from the account holder, and ACH already has an established electronic
authorization system in place. ACH’s chargeback policy still protect consumers from
debits that occur without permission, but it also protects businesses from “buyer’s
remorse” as long as the business can provide proper documentation of the debit
authorization.

If the Commission permits Portals and issuers to accept credit card payments, the
Commission should provide clear guidance on how Portals and issuers should handle
disallowed or fraudulent charges.

Portal Sponsored Grants/Contests

The Act specifically prohibits Portals from offering investment advice. As such Portals
should clearly refrain from issuing reports or performing analyses concerning securities.
Portals that hold contests providing prizes or proclaiming winners are in effect
performing an analysis. If the Portal compensates any of the judges, we believe the
Portal is providing prohibited investment advice. Therefore, a Portal should not be
allowed to host the crowdfunding campaign of any business that has participated in a
contest/competition organized by, or associated with, that Portal.

RocketHub believes that contests hosted by Portals will lead to:

1. Confusion by investors;
2. Interpretation of the company’s status as “winner”, “finalist”, “entrant” or “non-
winner”, as investment advice; and
3. Abusive practices by Portals and issuers that deceive investors into believing that
the endorsed campaign is less risky or an appropriate investment.

When the investment advice has been organized and solicited by the platform, a clear
conflict of interest arises. On the other hand, third-party advertisers should be permitted
to sponsor contests on the Portal. These third-party advertisers are not “Portals” under
the JOBS Act and should not be regulated as such. We do not believe the same risks of
confusion of the Portal’s role are present in contests sponsored by unaffiliated third-
parties.

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The Commissioners should keep the spirit of the legislation in mind when clarifying this
topic, and consider what crowdfunding is today when crafting these regulations.
RocketHub believes that in order for crowdfunding to flourish, funding Portals must be
allowed to:

• Feature trending campaigns, as all currently existing crowdfunding platforms do
on their homepages, blogs, newsletters and other promotional material;
• Present a list of all, or a subsection of, campaigns; and
• Order that list of campaigns based on specific objective metrics, including
1. Percentage funded;
2. Total dollars raised;
3. Time remaining;
4. Date launched; and
5. Activity.

A disclaimer stating that a campaign’s status as “featured” should not be construed as
investment advice, or any indication as to the likelihood of future investment
performance, should allow for both automated, and discretionary featured placement.

White Label Equity-Based Crowdfunding Platforms

Some entrepreneurs have indicated that they intend to operate a “parent” funding Portal,
which allows other sites to operate under its umbrella, (leveraging the parent’s systems,
architecture, design, infrastructure, etc.). If subordinate Portals are allowed to operate
under the umbrella of a registered Portal, either the management team of the parent Portal
must be liable for the operations of the subsidiary Portals, or those subordinate Portals
must fully register with the SEC and FINRA as independent Portals. The logic applies
also to the licensing of any “turn-key” Portal solution. The Commission must make it
clear that the operators of each funding Portal must comply with all pertinent SEC and
FINRA regulations.

Investment Target and Investment Cap

As SEC.302(b)/SEC4A.(a)(7) specifically allows for issuers to raise funds “greater than a
target offering amount,” the issuer must also establish an offering cap at campaign
inception. This will protect the issuer by limiting over subscription. RocketHub does not
believe there should be a limit on the spread between a cap and a target offering amount.
While this would allow for a campaign where an issuer has a target offering amount of
$1,000 and a cap of $1,000,000, RocketHub sees no issue as long as there is a clear and
transparent communication path for both investors and issuers to understand the risks
associated with such a large spread between investment target and cap. Additionally, the
issuer must abide by the disclosure requirements mandated by the investment cap.

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SEC.302(B)/SEC4A.(A)(7) – INVESTMENT TARGET AND INVESTMENT CAP

(7) ensure that all offering proceeds are only provided to the issuer when
the aggregate capital raised from all investors is equal to or greater than a
target offering amount, and allow all investors to cancel their
commitments to invest…

As part of its Portal, RocketHub plans to offer a new countdown mechanism. Once an
offering reaches its cap amount, the “count down” to the offering deadline will be paused,
awaiting the expiration of the last investor’s rescission period. During the pause,
RocketHub will continue accepting “investment pledges” and placing those who invest
during the pause on a “wait list.” If during the pause, a pending investor exercises his/her
right to cancel his/her investment, investors will be added from the wait list, until the cap
is reached again, and the pause will continue. If the entire wait list is exhausted, without
reaching the cap the “count down” will resume. Due to the retail nature of the investors,
RocketHub believes it is not necessary to follow the practice of counting only working
days; RocketHub believes that if terms are set at the beginning of the offering, the
rescission period should last no longer than 24 hours.

Substantial Compliance

The SEC should implement “substantial compliance” rules that protect issuers and
Portals, even if the issuer failed to comply with the exemption in certain insignificant
ways. The Regulation D exemption includes several provisions that protect the issuer if
it reasonably believed the requirements of the rule were met, even if they actually were
not. If this language is not included, a small infraction, or an infraction that has no true
effect on the quality of the offering could invalidate the entire offering.

The SEC should include language to protect the issuer and the issuance from involuntary,
innocent and immaterial violations.

Pilot Program

RocketHub recognizes that the Commission is responsible for regulating an emerging
market. As such, there is limited information available to generate effective regulatory
policies. While RocketHub has made its data freely available to the Commission’s
economist department, it believes there are further steps that can be taken to test the
infrastructure, security, and cost of full compliance through the proposed framework.

A pilot program would initiate equity crowdfunding, including the data collection and
filing process, on a small scale to get feedback on whether the regulation is likely to work
as expected in a “real world” situation. RocketHub believes that by administering
crowdfunded offerings by a small group of issuers to the retail-investor public the
Commission will effectively simulate the offering process including security registration,
offering logistics, and identity verification. This will give the Commission an

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opportunity to make revisions to their regulatory framework to ensure that the right data
will be collected and the data collection methods will work, the securities registrations
procedures work, and investors and issuers are protected. Furthermore, the pilot program
would also provide the SRO with necessary data for their own regulatory programs.
RocketHub believes that by neglecting pilot testing the regulatory framework, the
Commission runs the risk of writing out an inefficient and potentially ineffective
regulatory framework. A pilot program will allow both the Commission and SRO to
identify topics that require additional regulation before the floodgates are opened to
numerous Portals many of whom are first-time entrants into the crowdfunding space.

* * * * *

Thank you for your attention. If you have any questions regarding the contents of this
paper, or would like to contact us, you may do so at:

RocketHub
Alon Hillel-Tuch
Founder & Chief Financial Officer
Alon@RocketHub.com
(347) 391-4480

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RocketHub Whitepaper - Implementation of Crowdfunding

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